Heard Mr. R Banerjee, learned Senior Counsel for the petitioners and Mr. J Saha, learned Senior Counsel for the Objector.

This is an application under sections 391 (2) and 394 of the Companies Act, 1956, seeking sanction of the Court to the scheme of amalgamation of Buragohain Tea Company Ltd. (Transferor Company) with B&A Ltd. (Transferee Company).

Transferor Company was incorporated on 20.05.1927 under the provisions of the Indian Companies Act, 1913. It is an existing company under the Companies Act, 1956 (Act).The registered office of the Transferor Company is situated at Govindapur Tea Estate, Post Office-Latekujan, Dist-Golaghat. The authorized share capital of the Transferor Company is R.6,00,000.00 divided into 600 equity shares of Rs.1,000.00 each. The issued, subscribed and paid up share capital of the Transferor Company is Rs.5,30,000.00 divided into 530 equity shares of Rs.1,000.00 each fully paid up. The Transferor Company is engaged in the business of cultivation and sale of tea. It is stated that Transferor Company has maintained proper Books of Accounts as required by law and its annual accounts have been audited as on March 31, 2012. Value of the assets of the Transferor Company is Rs.19,53,87,760.00 whereas, liabilities of the Transferor Company stood at Rs.6,26,27,175.00, thus excess of assets over liabilities stood at Rs.13,27,60,585.00. It is stated that subsequent to March 31, 2012, there has been no substantial change in the financial position of the Transferor Company, except what would be consequent to usual course of business.

The Transferee Company was incorporated on 01.06.1915 under the provisions of the Indian Companies Act, 1913 in the name of Barasali Tea Company Pvt. Ltd. It is an existing public limited company within the meaning of the Act and is presently known as B & A Ltd. w.e.f. 06.12.2000. The registered office of the Transferee Company is situated at Indu Bhawan, MG Road, Jorhat. Authorized share capital of the Transferee Company is Rs.10,00,00,000.00 divided into 50,00,000 equity shares of Rs.10.00 each and 5,00,000.00 Redeemable Cumulative Preference Shares of Rs.100.00 each. The issued, subscribed and fully paid up share capital of the Transferee Company is Rs.3,10,00,000.00 divided into 31,00,000 equity shares of Rs.10.00 each fully subscribed and paid up. The Transferee Company is engaged in the business of cultivation, manufacture and sale of tea. The annual accounts of the Transferee Company have been audited as on March 31, 2012. The assets of the Transferee Company stood at Rs.1,12,48,96,650.00 and total liabilities stood at Rs.62,68,26,053.00, thus excess of assets over liabilities stood at Rs.49,80,70,597.00. It is stated that since March 31, 2012, there has been no substantial change in the financial position of the Transferee Company except those arising out of the usual course of business. Transferee Company is a listed company with the stock exchanges.

Both the Transferor Company and the Transferee Company have placed on record their Memorandum of Association and Articles of Association as annexures to the company petition.

By the scheme of amalgamation, which has been placed on record as an annexure to the company petition, the entire undertaking of the Transferor Company is proposed to be transferred to the Transferee Company.

The justifications for the said scheme of amalgamation have been set out in the company petition. Transferee Company is currently operating 7 tea gardens in Upper Assam, producing high quality black tea. It has three processing units with a combined annual capacity of 8 million kgs of black tea. With the Transferee Company having its own leaf production of 3.4 million kgs, there is surplus tea processing capacity of 4.6 million kgs, which is partly utilized at present by processing bought tea leaf. Transferee Company has been in the tea business for a long time and has considerable expertise and goodwill in such business. On the other h